Term of sales

These terms of use (hereinafter « T&Cs ») governs your use of Syde’s applications (hereinafter the « App(s)») published by WYOMIND, a simplified joint stock company with share capital of €1,000, whose registered office is located at 2 rue St Fiacre 54000 Nancy, registered with the Nancy Trade and Companies Registry under number 800 127 748 (hereinafter, "Syde", or "we", "us", "our").

We develop Apps that are published on the Shopify App Store according to the Shopify T&C. Therefore, the use of our Apps requires your acknowledgement and unreserved acceptance of these T&Cs as well as of our Privacy Policy. Apps’ User (hereinafter “you”, “your”) and Side shall be referred to as the "Parties" throughout these T&Cs.

As mentioned in Shopify T&Cs, purchasing our Apps on the Shopify App Store binds you to this T&C.

These T&Cs are drafted in their original version in French, which is the sole authentic text and takes precedence over this English version.

Article 1. PREREQUISITES FOR USING OUR APPS

To utilize our Apps, you must be a qualified professional and the owner of a Shopify Store. Additionally, you must have accepted Shopify's Terms and Conditions prior to installing our Apps.

Upon the initial subscription of Syde's Apps, you will be prompted to grant Syde authorization to access specific categories of data within your Shopify Store. This authorization is essential for the functionality of the App and the provision of our services.

Failure to provide the required authorization will render the App inaccessible, and we will be unable to deliver the associated services to you.

Article 2. LICENCE RIGHTS

In accordance with the subscription you have selected for one or more Apps in the Shopify App Store, Syde hereby grants you a limited, non-transferable, and non-exclusive license to install and use the App(s) exclusively for the operation of your online Shopify Store.

Syde provides you with all relevant information and documentation via the Shopify App Store at the time of subscription. The App(s) will function in compliance with industry standards and will substantially align with the provided documentation.

The scope of the rights granted under this license is subject to any limitations or restrictions set forth in the Shopify App Store, including but not limited to the number of authorized users and feature limitations.

The license granted herein is solely for commercial purposes in relation with the use of your online Shopify store.

Article 3. CLIENT DATA

3.1. Your Data

You are the sole holder of the data processed as part of the services provided by the Apps (hereinafter, the “Client Data”).

Therefore, you grant, as needed, to Syde and its potential services providers a non- exclusive and global, free license allowing them to host, cache, copy, and display said Client Data solely for the purpose of executing this T&Cs.

You shall assume full responsibility for the accuracy, integrity and legality of Client Data processed by Syde for the purpose of providing the App.

You guarantee that you have all the necessary authorizations for the exploitation of the Client Data within the framework of the use of the App and that:

• you can freely grant a license in the aforementioned terms to Syde and its subcontractors
• you do not infringe on the rights of third parties.

You are the sole responsible for the use of Client Data and the conditions under which you grant Syde access to such data. This license will automatically terminate if you uninstall the App from your Shopify Store.

3.2. Use of Client Data by Syde

We only use Client Data for the purposes of the services provided to you as part of the App.

Syde shall not be responsible for the nature, content of the information or data comprising Client Data and for its use by you.

Similarly, Syde shall not be responsible for the quality, and the electronic transmission, of Client Data when made via your equipment, telecommunications networks and internet service providers.

Syde does not use your Client Data for another purpose than providing the services as mentioned in the Apps.

Article 4. TECHNICAL SUPPORT

4.1. Included technical support

Unless otherwise stated on the Shopify App Store, we offer technical support for any subscription to a paid plan for an App. The support can be reached by contacting the following email address: [email protected].

You must provide us with details (screenshots via links, settings, steps followed etc...) and should not open a new ticket to answer to a previous one. Our support service aims to respond to any support request submitted to us within the shortest possible time.

Said conditions may evolve as specified in the Shopify App Store documentation.

4.2. Remote connection

If a remote or virtual desktop connection is required, prior to commencing the operation, you will be informed of the billing rate, which is based on Syde's current hourly rate.

Support requests requiring the Syde team to work on your website or server can only be accommodated if the site or server is FTP-accessible and the platform's back office is HTTP-accessible. You must grant the necessary access permissions.

Should remote or virtual desktop connection be required, the operation will exclusively be conducted via TeamViewer and confirmed by you.

Article 5. SYDE’S LIABILITY

We use reasonable diligence, skill and expertise to perform our obligations under the T&Cs, in accordance with standard industry practice.

Both Parties acknowledge that the App's pricing reflects the distribution of risks and the financial equilibrium intended by the Parties as described below. The T&Cs would not have been agreed upon without these limitations on liability.

5.1. Limitation of liability

Our liability shall be solely limited to direct and foreseeable damages resulting from a breach of our contractual obligations under the T&Cs.

Syde's liability to the Customer for any damages arising out of or in connection with the performance of the T&Cs, whether in contract, tort (including negligence) or otherwise, shall not exceed the total amounts due by you for the Apps implicated in the event that gives rise to the liability, during the twelve (12) months preceding the event giving rise to said liability.

5.2. Exclusion of liability

We are not a party to the relationship between you and Shopify or you and your customers. As such, Syde shall have no liability to you in connection with your relationship with such third parties.

We shall not be liable under, or in connection with, this T&Cs for any indirect damage, whether foreseeable or not, such as loss of income; loss of sales volumes, business profits or contracts; loss of opportunity, goodwill or reputation; or any financial loss resulting from the use or impossibility to access the App. It is agreed that any damage to a third-party shall be considered an indirect damage for which we cannot be held liable.

According to Shopify's terms and conditions, Shopify reserves the right to disable your access to any third-party service, including our Apps, at their sole discretion and without prior notice to you. We cannot be held liable for any actions that might be taken by Shopify in this regard.

Article 6. WARRANTIES AND DISCLAMERS

We do not guarantee that the Apps are free from defects, errors or hazards or free of viruses but will use reasonable endeavours to remedy the failures which are reported by App's users.

We do not offer any warranty or guarantee for a specific service level or results.

Any issues concerning unexpected functionality or malfunctions of the App should be promptly reported to our support team, and no later than one month following the occurrence of such issues at [email protected]. Failure to timely notify our support team in accordance with the time period provided in this section will absolve us from any liability related to those events.

We do not guarantee that the Apps are fit for your purposes or results that have motivated your decision to purchase our Apps.

Therefore, it is your responsibility to thoroughly read the information and documentation provided on the Shopify App Store to ensure that the App meets your needs and conforms to the standards, practices, and regulations applicable in the territory where the App is used.

ARTICLE 7. CLIENT’S LIABILITY

It is your responsibility to ensure that the App meets your needs and complies with applicable standards, practices, and regulations in your territory. By using our Apps, you agree to comply with all applicable laws, regulations, and permissions, including but not limited to data protection and privacy laws. The App is intended solely for use in connection with your Shopify store and must only be used with the explicit consent of the store owner. Specifically, you are prohibited from:

• Engaging in any illegal or unlawful activities while utilizing the App;
• Using the App for any purpose other than those explicitly outlined in its documentation on the Shopify App Store;
• Modifying, altering, or creating derivative works based on the App;
• Distributing, commercially exploiting, making available to third parties, reselling, or leasing the App;
• Compromising the integrity or performance of the App;
• Participating in activities such as reverse engineering, decompiling, disassembling the App, or removing any copyright, trademark, or other proprietary notices;
• Attempting to create a competing product or service by replicating any features, functionalities, or graphical attributes of the App

ARTICLE 8. EXTRA SERVICES

If applicable, Syde may provide you with extra services related to the Apps, such as customization or implementation.

You may subscribe to optional services by directly contacting Syde. These optional services may be subject to specific conditions which will be subject to your express acceptance.

To request such extra services, please contact us at [email protected].

ARTICLE 9. PRIVACY

By using one of our App, you accept to be fully bound by our Privacy Policy.

The Parties understand that with respect to the personal data processing activities operated under the T&Cs, you are considered the sole data controller, as defined by the RGPD. Thus, you guarantee that you comply with the regulations in force and, in particular, that you have a legal basis for processing the data of the data subjects through our Apps.

You acknowledge that for the service's needs, personal data for the processing of which you are the data controller will be collected and processed by the App under the conditions set forth in the Privacy Policy accessible here.

Thus, as per the T&Cs, we act as a processor within the meaning of the RGPD and process personal data solely based on your instructions and on your behalf.

Article 10. SECURITY

Syde implements technical means in accordance with standard industry practice and use reasonable endeavours to ensure the physical and logical security of Client Data, servers and networks which are under its responsibility and control. In particular, we are committed to safeguarding the security of Client Data. In accordance with industry best practices, we implement appropriate technical and organizational measures designed to:

• Protect against accidental or unlawful destruction or alteration;
• Prevent unauthorized disclosure or access;
• Mitigate other forms of unlawful data processing

These measures are tailored to the specific risks associated with the processing activities and the nature of the Client Data being protected.

In particular, to ensure the confidentiality of data in transit between your Shopify store and our services provided through the Apps, all connections are secured.

We also store your Client Data on secured servers based in Europe.

Article 11. PRICING

11.1. PRICE

Our Apps are priced directly in the Shopify store, in the currency of your choice. The applicable price is the one in effect on the day of your subscription. However, we reserve the right to modify our prices at any time.

Available plans are mentioned on the Shopify App Store when you purchase our App.

If applicable, you may choose to upgrade of downgrade your App Plan at any time as per the options provided in the Shopify App Store.

11.2. TRIAL LICENCES

We offer trial licenses for our Apps, for a fixed period and without financial commitment, allowing you to assess their features.

The specific terms of the trial licence, including its duration, are explicitly outlined in the App description on Shopify App Store.

Should you fail to cancel the subscription before the end of the trial period, your trial licence will automatically be converted into a paid subscription.

Billing will commence the day you transition from the free trial to the paid subscription, in accordance with the terms stipulated in the Shopify App Store.

Article 12. CUSTOMER REVIEWS

To ensure the quality of the Apps we offer, you can leave a review after each purchase of Syde's Apps.

Occasionally, we may launch special campaigns to encourage you to leave a review. In that case, the specific terms and conditions for these offers will be clearly outlined within the App.

By posting a review on Shopify, you also grant Syde the right to use your name, the rating given, and the content of the review, on any medium, for commercial purposes worldwide for a period of 10 (ten) years.

Article 13. DURATION

These T&Cs shall take effect from the date you initiate your subscription for the App and will remain in force for as long as you continue to use any of our Apps.

Article 14. TERMINATION

14.1. TERMINATION BY YOU

At any time, you may decide to cancel your subscription to our App. To do so, simply uninstall the concerned App from your Shopify Store. Your subscription will automatically be cancelled, and you will no longer be billed starting from the next billing period.

However, please note that we do not offer any refund, and all fees related to your current subscription remain due under all circumstances.

14.2. TERMINATION BY SYDE

We reserve the right to terminate these T&Cs, if you are in breach of any of its terms. In such an event, we will provide you with a written notice, and if the issue is not resolved within seven (7) days of sending the notice, we may, at our sole discretion, disconnect your access to all or part of the Apps, rendering you unable to use the services.

Please also note that, at our sole discretion, we may decide to stop the provision of an App. In this case, we will provide you with a 30-day prior written notice by any means to the Shopify store owner.

14.3. CONSEQUENCES OF TERMINATION

In the event of termination of the T&Cs, access to all Apps will be disabled on the date of effect of the termination.

Therefore, from the date of effect of the termination, you will not be charged any more. However, you will not be refunded for any ongoing billing period.

As the case may be, you shall therefore have, before that date, retrieved all your Client Data accessible through the Apps functionalities.

In any case, as otherwise agreed between Syde and you, from the sixteenth (60 th ) day after the termination date of these T&Cs, the Client Data and App history will be erased or made unusable.

Article 15. FORCE MAJEURE

Each Party's obligations under these T&Cs shall be temporarily suspended to the extent that the Party is impeded from fulfilling them due to an event of force majeure. For the purposes of these T&Cs, 'force majeure' is defined as any unforeseeable, unavoidable, and insurmountable event beyond the reasonable control of the Party, as recognized by French jurisprudence.

Neither Party shall be held responsible for a failure to fulfil its contractual obligations due to the occurrence of a force majeure event.

The Party affected by a force majeure event is obligated to immediately inform the other Party by any written means, and no later than within seven (7) calendar days following the occurrence of the force majeure event.

In the event of a duly notified force majeure event by the concerned Party as per the above terms, the execution of the obligations affected by the force majeure event shall be automatically suspended for the entire duration of the force majeure event, and for a maximum period of three (3) months.

In any case, the Party affected by a force majeure event will employ all necessary, useful, and reasonable means to limit the impact and consequences of the force majeure event and is obligated to continue the execution of other obligations not affected by the force majeure event.

If the force majeure event persists beyond the aforementioned three (3) month period, the most diligent Party may unilaterally terminate the T&Cs.

Article 16. CONFIDENTIALITY

All information exchanged between the Parties, or to which they gain access during the execution of these T&Cs (in particular Client Data), regardless of the medium or format, shall be deemed confidential (referred to hereinafter as the “Confidential Information”).

Both Parties commit to safeguarding the integrity of the Confidential Information and agree not to disclose it to any third party without the express written consent of the other Party.

Article 17. MODIFICATIONS

17.1. APPS UPDATES

We continuously improve and update our Apps to offer the best functionality and usability.

Therefore, we reserve the right to update and modify the content and/or features of the Apps at any time.

Such enhancement upgrades will be automatically implemented by us for users with a valid paid license.

17.2. CHANGES TO THIS T&Cs

Syde may change the terms of these T&Cs from time to time. Therefore, it is your responsibility to regularly review the updated version of the T&Cs on https://www.wearesyde.com.

In case of important changes to these T&Cs, we will notify you by any means about the intended changes with reasonable advance notice.

Should you reject the new T&Cs, you can terminate this T&Cs by uninstalling the App from the Shopify App store until the date when changes become effective. On the contrary, continued use of the App constitutes your acceptance of these T&Cs.

Article 18. ASSIGNMENT

Syde reserves the right to assign, transfer, novate, or otherwise delegate any of its rights or obligations under this T&Cs to any third party, without requiring your written consent or any additional formalities.

Article 19. EVIDENCE AGREEMENT

Syde and the Client agree that in the event of a dispute, the computerized records stored in Syde's computer systems under reasonable security conditions shall serve as evidence between the Parties until proven otherwise.

The aforementioned data thus constitutes admissible, valid, and enforceable evidence under the same conditions and with the same probative value as any document that would be established, received, or stored in paper form.

The absence of an electronic signature or written document cannot be invoked to challenge the validity or probative force of exchanges, transactions, and communications.

By accepting these T&Cs, you therefore acknowledge and agree to the validity of this evidence agreement.

Article 20. APPLICABLE LAW AND COURTS WITH JURISDICTION

These T&Cs and any disputes or claims arising out of or in connection with it or its subject matter or formation are governed by and construed in accordance with the laws of France.

Before initiating any formal legal proceedings, you are required to contact Syde in an attempt to resolve the dispute amicably at [email protected]. The Parties irrevocably agree that the courts of Paris have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this T&Cs.